ex4-8.htm


    


    
      

    

    


    


    PROMISSORY
NOTE

    
    

     

    
      	$200,000.000  	
              Dated: May 22,
      2007

            
	(Original Prinicipal
      Amount)  	
              ("Issuance
  Date")

            


    

     

    


     

    
      	SUBJECT to receipt
      from Payee of the Principal on or before May 28, 2007, Dais Analytic
      Corporation, having a location at 11552 Prosperous Drive, Odessa, Florida
      33556 (the “Company”),
      hereby promises to pay to the Robb Charitable Trust (the Payee”), the
      principal amount of Two Hundred Thousand Dollars ($200,000.00)
      (“Principal”) together with interest thereon calculated from the Issuance
      Date in accordance with the provisions of this Promissory Note as amended,
      modified or supplemented from time to time
  (“Note”). 


    

     

    1.  Loan
Terms.

             (a) Interest.  Interest
shall accrue on the unpaid Principal beginning thirty (30) days after the
Issuance Date. The interest shall be computed at the rate of 12 percent
(12%) per annum with said interest rate increasing by one percent (1%) per annum
sixty (60) days after the Issuance  Date and for each 30 day period
thereafter in which Principal remains outstanding, provided in no event shall
the interest rate under this Note exceed eighteen per cent (18%) per annum (i.e.
if $200,000 in Principal were outstanding on September 15, 2007 the interest on
this Note would be computed at a rate of 14%)

    


            
(b) Maturity Date.  On January 20, 2008, Company shall pay to the
order of Payee at the address indicated above the outstanding Principal and all
accrued but unpaid interest due under the Note (“Maturity Date”).

    


            
(c) As of the Maturity Date any Principal outstanding together with any accrued
but unpaid interest on the Note shall be due and payable upon demand. The Note
shall be unsecured but with full recourse against Company. Company may repay the
Principal and any accrued but unpaid interest in full or in part at any time
without penalty. Upon payment of Note the Payee will mark said Note paid in full
and send it to Company.

    


    2.  Transfer
of Notes.   Neither Party may assign the Note without the prior
written approval of the other Party which shall not be unreasonably withheld.
Not withstanding the foregoing Company may withhold approval of any such
transfer to a competitor.

    


    3. 
Warrant. In addition, Company shall issue to Payee a warrant permitting Payee to
purchase a set quantity of shares of Company’s One Cent ($.01) par value common
stock exercisable. The number of warrant shares subject to this warrant shall be
Five Thousand (5000) for each month during which the Principal is outstanding
(i.e. if the Principal is outstanding as of September 15, 2007 the shares
subject to the warrant will be 25,000) The term of the warrant shall be five (5)
years from date of issuance and the exercise price per share is fifty-five cents
($.55). One third of the Warrant Shares shall be exercisable six months after
the date the warrant is issued, two thirds of the total number of Warrant Shares
shall be exercisable one year after the date the warrant is issued and all
Warrant Shares shall be exercisable eighteen months after the date the Warrant
is issued. If the price of the Company’s common stock on the OTC:BB or other
registered exchange exceeds one dollar and fifty cents ($1.50) for greater than
ten (10) consecutive trading days the Company may require you to exercise and
pay for all your Warrant Shares within ten (10) business days of mailing of
notice or the warrant will automatically terminate. By accepting this Note,
Payee hereby agrees to enter into a registration rights agreement with respect
to the shares issuable under this warrant. The registration rights agreement
will provide, along with other customary provisions, that the Company will, as
part of its initial SB2 filing, undertake to register these warrant shares. The
securities issuable under this
warrant have not been registered under the Securities Act of 1933 and may not be
sold, transferred or otherwise disposed of unless registered under that Act or
an exemption from registrations is available.

     

     

    Promissory Note
– Page  1                                                                                                                                                    

    
      
        
          May
12, 2007

           


        

        
           


          
            

          

        

        
           


        

      

    

    .

    5. 
Events of Default. Events of
Default.  If any of the following events takes place before the
Maturity Date (each, an “Event of Default”),
Payee at its option may declare all outstanding Principal and accrued but unpaid
interest thereon immediately due and payable; provided, however, that this
Note shall automatically become due and payable without any declaration in the
case of an Event of Default specified in clause (iii) or (v), below:

     

    


     

    
      	 (i)  	Company fails to
      make payment of the full amount due under this Note within thirty (30)
      days of a demand following the Maturity Date; or
	 (ii)     	A receiver,
      liquidator or trustee of Company is appointed by a court order;
    or
	 (iii) 	Company is
      adjudicated bankrupt or insolvent; or
	 (iv) 	Company files a
      petition in voluntary bankruptcy or requests reorganization under any
      provision of any bankruptcy or reorganization or consents to the filing of
      any petition against it under such law, or
	 (v)  	Any petition against
      Company is filed under bankruptcy or receivership law and said petition is
      not vacated within 90 days; or
	 (vi) 	Company makes a
      formal general assignment for the benefit of its creditors, or consents to
      the appointment of a receiver or liquidator of Company; or
	 (vii)     	An attachment or
      execution is levied against the majority of Company’s assets that is not
      released within 90 days; or
	 (viii) 	Company dissolves,
      liquidates or ceases business activity, or transfers its assets other than
      in the ordinary course of business; or
	 (ix) 	Company breaches any
      material covenant or agreement on its part contained in this Note and such
      breach is not cured within 60 days of notice to Company.
	 	 


    

     

     

     

     

     

    Promissory Note
– Page  2                                                                                                                                                       


    
      
        
          May
12, 2007

           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    6. 
Amendment; Waiver.  This Note contains the entire agreement between
the Parties and may be amended, modified or changed only by a written instrument
executed by the Parties.

    


    7.  Choice
of Law.  This Agreement shall be construed in accordance with and
governed by the internal laws of the State of New York, without reference to
principles of conflict of laws.

    


    8.  Notices/
Headings/Counterparts.  All notices and other communications hereunder
shall be in writing; shall be delivered by hand delivery to the other Party or
mailed by registered or certified mail, return receipt requested, postage
prepaid; shall be deemed delivered upon actual receipt to the address for said
Party as first written above or such other address as either party shall have
furnished to the other in writing in accordance herewith. The paragraph headings
contained in this Agreement are reference purposes only and shall not affect in
any way the meaning or interpretation of the provisions hereof.

    


    9.  Severability.  If
any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations,
or of such provision or obligation in any other jurisdiction, shall not in any
way be affected or impaired thereby.

    


                IN
WITNESS WHEREOF, the Company has executed and delivered this Note on the date
first written above.

    
      
        	 	DAIS ANALYTIC
      CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 
      Timothy N. Tangredi 	 
	 	 	Timothy
      N. Tangredi 	 
	 	 	President	 
	 	 	 	 


      

    

    


     

     

     

    Promissory Note –
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